Exhibit 10.28
RESTRICTED STOCK
AWARD AGREEMENT
This Award Agreement is effective as of the 10th Day of April, 1997 ("Date
of Award"), between FirstMerit Corporation, an Ohio corporation (the "Company"),
and Xxxx X. Xxxxxxx (the "Grantee"). In consideration of the agreements set
forth below, the Company and the Grantee agree as follows:
1. GRANT. A restricted stock award ("Award") of 12,600 shares ("Award
Shares") of the Company's common stock, no par value ("Common Stock"), is hereby
granted by the Company to the Grantee subject to the following terms and
conditions and to the provisions of the FirstMerit Corporation 1997 Stock Plan
(the "Plan"), the terms of which are hereby incorporated by reference.
2. TRANSFER RESTRICTIONS. None of the Award Shares shall be sold, assigned
or transferred, in whole or in part, voluntarily or involuntarily, by the
Grantee, nor made subject to any lien (except as provided in Section 6, below),
directly or indirectly, by operation of law or otherwise, including execution,
levy, garnishment, attachment, pledge or bankruptcy.
3. RELEASE OF RESTRICTIONS.
(A) The restrictions set forth in Section 2 above shall lapse as
follows:
(i) with respect to 4,200 Award Shares, on the anniversary of
this Award Agreement in the year 2005;
(ii) with respect to 4,200 Award Shares, on the anniversary of
this Award Agreement in the year 2006;
(iii) with respect to 4,200 Award Shares, on the anniversary
of this Award Agreement in the year 2007;
(B) The restrictions set forth in Section 2 above with respect to
all of the Award Shares, to the extent they have not lapsed in accordance
with Subsection 3(A) and to the extent not related to shares which
previously have been forfeited to the Company, shall lapse on the first to
happen of the following:
(i) the Grantee's employment with the Company is terminated
following a Change of Control, or by reason of death, Disability,
Termination of Employment Without Cause or Termination of Employment
for Good Reason (for purposes of this subsection (i), the terms
"Change of Control," "Disability," "Termination of Employment
Without Cause," and "Termination of Employment for Good Reason"
shall have the same meanings ascribed to such terms in the
Employment Agreement, effective as of March 1, 1995, between the
Company and the Grantee (the "Employment Agreement"); or
(ii) an action by the Committee, in its sole discretion,
terminating such restrictions.
The Provisions of the second sentence of Section IV.L. of the Plan
shall not apply to this Award and, therefore, the lapse of the
restrictions set forth in Section 2 upon the occurrence of a Change
of Control, as provided in Section 3(B)(i), shall not be limited as
otherwise provided in Section IV.L. of the Plan.
4. FORFEITURE. The Award Shares shall be forfeited to the Company upon the
Grantee's termination of employment with the Company and its subsidiaries unless
on or prior to the date the restrictions lapse as provided in Section 3 above.
5. RIGHTS AS SHAREHOLDER. The Grantee shall be entitled to all of the
rights of a shareholder with respect to the Award Shares including the right to
vote such shares and to receive dividends and other distributions payable with
respect to such shares since the Date of Award.
6. ESCROW OF SHARE CERTIFICATES. For the purposes of securing the
re-transfer of the shares into the name of the Company in the event of
forfeiture and to ensure adequate provision for any tax withholding obligations
arising with respect to the Award, certificates for the Award Shares shall be
issued in the Grantee's name and shall be held in escrow by, and subject to a
security interest in favor of, the Company until restrictions with respect to
such shares lapse and all withholding obligations have been satisfied or such
shares are forfeited as provided herein; provided, however, that the terms of
such escrow shall make allowance for the transactions contemplated by Section
3(B)(i) above. A certificate or certificates representing the Award Shares as to
which restrictions have lapsed shall be delivered to the Grantee upon such lapse
and the satisfaction of any withholding obligations.
7. GOVERNMENT REGULATIONS. Notwithstanding anything contained herein to
the contrary, the Company's obligation to issue or deliver certificates
evidencing the Award Shares shall be subject to all applicable laws, rules and
regulations and to such approvals by any governmental agencies or national
securities exchanges as may be required.
8. WITHHOLDING TAXES. The Company shall have the right to require the
Grantee to remit to the Company, or to withhold from other amounts payable to
the Grantee, as compensation or otherwise, an amount sufficient to satisfy all
federal, state and local withholding tax requirements.
9. GOVERNING LAW. This Agreement shall be construed under the laws of the
State of Ohio.
10. RIGHT TO TERMINATE EMPLOYMENT. This Award shall not confer upon the
Grantee any right with respect to being continued in the employ of the Company
or to interfere in any way with the right of the Company to terminate his
employment at any time, for any reason, with or without cause, except as may
otherwise be stated in the Employment Agreement.
IN WITNESS WHEREOF, the Company has caused the Award to be granted
pursuant to this Award Agreement on the date first above written.
FIRSTMERIT CORPORATION
By: /s/ Xxxxxxxxxxx X. Xxxxxx
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Xxxxxxxxxxx X. Xxxxxx
Accepted:
GRANTEE:
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Date: April 10, 1997
Upon due consideration of the recommendations of Sibson & Company
regarding the 1997 incentive stock option and restricted grants for Xxxx X.
Xxxxxxx, Chief Executive Officer, it is the recommendation of the Compensation
Committee that Xxxx X. Xxxxxxx be granted as of April 10, 1997, the following
stock options and grants of restricted stock pursuant to the following terms and
conditions and the terms and conditions of the FirstMerit Corporation 1997
Incentive Stock Plan:
A. Fifty-five Thousand (55,000) non-qualified stock options of
FirstMerit Corporation as of April 10, 1997, with no dividend units
thereon, and vesting one year thereafter; and
B. A grant of Twelve Thousand Six Hundred (12,600) shares of
FirstMerit Corporation common stock restricted as to vesting as follows:
Four Thousand Two Hundred (4,200) shares in 2005; Four Thousand Two
Hundred (4,200) shares vesting in 2006; and Four Thousand Two Hundred
(4,200) shares vesting in 2007.
/s/ Xxxxxxxx Xxxxxx
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Xxxxxxxx Xxxxxx
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
/s/ R. Xxxx Xxxxx
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R. Xxxx Xxxxx
/s/ Xxxxxx X. Xxxxxx, Xx.
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Xxxxxx X. Xxxxxx, Xx.
Xxxxxx X. Xxxxx XX recused himself from the determination of the above
matters.
